Cardiff Lexington Form 4 / Alex H. Cunningham ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cunningham Alex H.

(Last)

(First)

(Middle)

3753 HOWARD HUGHES PARKWAY, SUITE 200

(Street)

LAS VEGAS

89169

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiff Lexington Corp [ CDIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2024		C⁽¹⁾		12,500	A	$2	1,012,838	D
Common Stock	10/25/2024		C⁽²⁾		10,000	A	$10,000	1,022,838	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$2	10/25/2024		C⁽¹⁾			6,250	09/19/2014	⁽⁴⁾	Common Stock	12,500	$0.00	0	D
Series C Preferred Stock	$10,000	10/25/2024		C⁽²⁾			1	09/19/2014	⁽⁵⁾	Common Stock	10,000	$0.00	0	D
Series I Preferred Stock	⁽⁶⁾	11/20/2024		J⁽³⁾			510,704	11/21/2018	⁽⁶⁾	Common Stock	⁽⁶⁾	$0.00	5,232,296	D
Series B Preferred Stock	⁽⁷⁾	11/20/2024		J⁽³⁾		375,000		11/20/2024	⁽⁴⁾	Common Stock	⁽⁷⁾	$0.00	375,000	D
Series C Preferred Stock	⁽⁸⁾	11/20/2024		J⁽³⁾		24		11/20/2024	⁽⁵⁾	Common Stock	⁽⁸⁾	$0.00	24	D
Series E Preferred Stock	⁽⁹⁾	11/20/2024		J⁽³⁾		50,000		11/20/2024	⁽⁹⁾	Common Stock	⁽⁹⁾	$0.00	50,000	D

Explanation of Responses:

1. On October 25, 2024, the reporting person converted 6,250 shares of Series B Preferred Stock into 12,500 shares of Common Stock.

2. On October 25, 2024, the reporting person converted 1 share of Series C Preferred Stock into 10,000 shares of Common Stock.

3. On November 20, 2024, the reporting person entered into a cancellation and exchange agreement with the issuer, pursuant to which the reporting person surrendered 510,704 shares of Series I Preferred Stock to the issuer for cancellation in exchange for the issuance of 375,000 shares of Series B Preferred Stock, 24 shares of Series C Preferred Stock and 50,000 shares of Series E Preferred Stock to the reporting person.

4. The Series B Preferred Stock has no expiration date.

5. The Series C Preferred Stock has no expiration date.

6. Each share of Series I Preferred Stock is convertible into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series I Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series I Preferred Stock shall be convertible into two (2) shares of Common Stock. The Series I Preferred Stock has no expiration date.

7. Each share of Series B Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series B Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series B Preferred Stock shall be convertible into two (2) shares of Common Stock.

8. Each share of Series C Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.0004.

9. Each share of Series E Preferred Stock is convertible at any time into such number of shares of Common Stock as is determined as follows: (i) if the closing market price of the Common Stock on the principal trading market on which the Common Stock is then traded or quoted is less than $4.00 per share, then each share of Series E Preferred Stock shall be convertible into a number of shares of Common Stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of Series E Preferred Stock shall be convertible into two (2) shares of Common Stock. The Series E Preferred Stock has no expiration date.

	/s/ Alex Cunningham	12/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Cardiff Lexington (CDIX) Form 4Cardiff Lexington / Alex H. Cunningham ownership change